'Men in Black' at 25: Director Barry Sonnenfeld shares which famous line Will Smith made up on the spot and reveals why Michael Jackson refused to play an alien

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Will Smith and Tommy Lee Jones in Men in Black against a futuristic background with blue arches in space
(L-R) Will Smith and Tommy Lee Jones in 1997's "Men in Black."Columbia Pictures; Getty; Marianne Ayala/Insider

Today, "Men in Black" is considered a landmark action-comedy that cemented Will Smith as a global-box-office draw and showcased how computer graphics would elevate Hollywood blockbusters for decades to come.

But 25 years ago, the movie was hardly a sure thing.

Based on a little-known comic-book series from Marvel, Sony had no idea what it had its hands on when it began developing the project about a pair of agents (Tommy Lee Jones and Smith) from a secret organization that watches over aliens living on Earth. There were also a few hiccups at the start: the two leads were neither of the producers' first picks, and director Barry Sonnenfeld had left the project twice before shooting began.

But by the time the movie was in the can, things were looking promising. Steven Spielberg came on as an executive producer and Smith had become a huge star thanks to "Independence Day," which became a gigantic hit right around the time "Men in Black" wrapped production.

The movie ended up becoming a box-office sensation, and even still gets regular play on cable networks like TNT. From Jones and Smith's funny banter to the alien characters created by creature-effects legend Rick Baker (who won the best makeup Oscar for his efforts), the movie, which spawned two sequels also directed by Sonnenfeld, remains an extremely enjoyable watch all these years later.

For the movie's 25th anniversary, Insider spoke to Sonnenfeld over the phone from his home in British Columbia.

The director recalled never-before-told insights like the famous line that Smith came up with on the spot, what he had to do to get a Michael Jackson cameo in the sequel, and why he thinks the franchise reboot attempt with 2019's "Men in Black: International" starring Tessa Thompson and Chris Hemsworth didn't work.

Will Smith in a black suit and black sun glasses
Will Smith as Agent J in "Men in Black.Columbia Pictures/Getty

Sonnenfeld purposely undersold Chris O'Donnell on the movie so he could cast Will Smith instead

Previous to making 1995's "Get Shorty," you were developing "Men in Black" but couldn't see eye-to-eye with producers Walter F. Parkes and Laurie MacDonald. So you left the film. What led to you finally signing back on to direct?

I was developing "Men in Black" for a very long time and finally, after six years of trying, I was able to get "Get Shorty" made so I left "Men in Black" to do "Get Shorty." But I had heard they hadn't gotten a director they were sticking with.

I was in L.A. having breakfast with my wife at The Ivy and at the next table was Barry Josephson, who was head of production at Sony at that time. I said, "Listen, if you're willing to wait until I'm done with 'Get Shorty' I would love to come back on 'Men in Black.'"

So it was kind of kismet that I ran into Josephson. Otherwise, it's possible I never would have gotten involved again.

Legend has it that the producers wanted Clint Eastwood and Chris O'Donnell to play the leads. When you returned to "Men in Black," was that still the case?

When we started up again, those were the two names in the mix. I had suggested Tommy Lee Jones and Will Smith. Will was actually my wife's idea. They went out to Tommy Lee Jones and he said he would consider it if there was a rewrite of the script.

Then during that rewrite, Tommy got director approval so because of that I was off the movie again. This was for about four or five months. The irony is that Tommy was my idea to be in the movie in the first place.

So how did you get back on the film?

I had a meal with Tommy in Santa Monica about five months later after he said the latest rewrite was good enough for him to sign on. I had dinner with him and it worked out.

Chris O'Donnell in a tuxedo
Chris O'Donnell in 1997.Ron Galella Collection/Getty

Then it was Walter, Laurie, and Spielberg who felt Chris O'Donnell would be good. I think he's a good actor, but I had really been thinking about Will since my wife made the suggestion.

I met with Chris and he had concerns about the script and had another movie offer. So I told him, "Yeah, we might never fix this script and I don't think I know how to direct this movie." So he passed on the movie the next day.

I used to live in the Hamptons and Steven Spielberg used to summer there so I was able to arrange for Will to come up from Philly — he was at a wedding — to come and meet Steven and myself and Walter and Laurie. And that's how Will got the part.

Is it true David Schwimmer was in the running for the J role at one time?

Um, yes, that rings a bell. But I always thought about Will for the role.

So let's be clear, you kind of undersold it big time to Chris O'Donnell. 

Well, you know what, you always want to underpromise and overdeliver.

Will Smith holding a baby alien
Will Smith in "Men in Black."Columbia Pictures/Getty

An early showing of the movie to friends and family was a disaster

You started principal photography around March 1996. By that July, Will Smith is a global star due to "Independence Day." Did the success of that movie change at all how Will's J character evolved during shooting or just how you would use Will in the marketing of the movie?

No, it didn't. I think "Independence Day" came out in the last two weeks of our principal photography and Will was already a bigger-than-life presence in the room so it was great that we didn't have to film through months of box-office records, it was just the opening weekend.

Going into post-production, did you feel you were playing with house money because now you had hitmaker Will Smith?

No, because you never know that. If you start thinking that way, it's bad news.

In fact, we had a family and friends screening near the end of the editing where we didn't have the visual effects in and it was a disaster. People who were at the screening — my agent, my lawyer, Ethan Coen — after the movie was released and was a hit they all said, "We lied to you when we said it's going to be good after the friends-and-family showing. We didn't think it would be."

And what about Will Smith doing the "Men in Black" song? Did the idea come before "Independent Day" was released?

That was in post-production when we asked Will to do the song. But truthfully, we would have done that regardless of how "Independent Day" did just because of his hip-hop career.

And we did a big-budget music video for the song — that was really less about "Independence Day" and more because Sony had seen the movie and felt it was going to be a big hit. But it sure didn't hurt that "Independence Day" was such a big movie.

Tommy Lee Jones in a black suit
Tommy Lee Jones as Agent K in "Men in Black."Columbia Pictures/Getty

It took a long time for Tommy Lee Jones to accept being the straight man to Will Smith

Was there a moment on set when you could tell Tommy and Will were clicking?

It's funny, they really clicked both on- and off-camera. They really enjoyed each other. They both thought each other was funny. For me, personally, the very first time we shot with both of them together is that pawn-shop scene with Jack Jeebs (played by Tony Shalhoub) and they both were perfect.

Will ad-libbed that last line of, "Yeah, I'm gonna come back about those Rolexes." Right away I knew they would work out well.

Through doing the rewrites and going into shooting, was Tommy on board with being the straight man in essentially this comedy duo with Will?

It took a long time for him to feel comfortable with it. I don't think he ever did. I don't think he understood that comedy. In fact, I really sat on his performance. I never wanted him to acknowledge anything Will said was funny or was a joke.

I got a call from Tommy's agent about two weeks into the movie and he said, "I don't want Tommy to be funny, I only want Will to be funny." And I promised him that when Tommy sees this movie, Tommy will realize he's as funny as Will Smith is. Every comedy team needs a straight man.

Vincent D'Onofrio dressed in overalls as "Men in Black" villain Bug
Vincent D'Onofrio in "Men in Black."Columbia Pictures

But I would imagine the biggest wild card, in regards to characters, was the Edgar/Bug character that Vincent D'Onofrio plays. He could have gone so many different ways with that role. Is it true you didn't hear what voice he was going to do until the first day of shooting him?

Yes. And I was 100% on board.

The other thing he did that was fantastic is his voice changes over the course of his time on Earth because he becomes more and more bug-like. In fact, near the end of the movie when he comes into the morgue to find the cat and where he kills the character played by David Cross, he's almost impersonating John Huston from "Chinatown."

He was great to work with and understood you can be funny without trying to be funny. I love that he's so annoyed because he's in this human suit, which was brilliantly conceived by Rick Baker.

Is it true Linda Fiorentino got the role of Dr. Laurel Weaver because she played against you in a poker game?

That's her legend. She claimed that she won the part in the poker game, but that's not true. Someone invited me to a poker game and Linda happened to be at my table. So when it came time to cast for that role, she was someone I immediately thought about because I had just played poker with her.

Michael Jackson in "Men in Black" suit with penguins behind him
Michael Jackson in "Men in Black II."Columbia Pictures

Michael Jackson refused to play an alien in "Men in Black II"

A great moment in the movie is the observation board scene that shows all the aliens living among us on Earth: Al Roker, Sylvester Stallone, Steven Spielberg, George Lucas, Danny DeVito.

Yeah. I wanted to have people up there that made you go, "Yeah, he could be an alien."

Now in "Men in Black II" you show off the board in a different way, it's where you have the Michael Jackson cameo. How did you get him to do that?

He approached us.

Really? Did he just want to be in the movie?

Well, I was going to make him an alien and he said, "No, I want to wear the 'Men in Black' suit." So we figured out how to do that and it worked out. He was lovely.

Tommy Lee Jones and Will Smith standing across from Linda Fiorentino
(L-R) Tommy Lee Jones, Will Smith, and Linda Fiorentino in "Men in Black."Columbia Pictures/Getty

Initially, Sonnenfeld didn't like Danny Elfman's score and he had to go to the composer's 'scary' house to tell him

The secret sauce to the whole franchise, but particularly this movie, is Danny Elfman's score. You know the movie is going to be a fun time just from the music. How did he come up with the score?

I went to Marc Shaiman first because he had done my movies "The Addams Family" and "Addams Family Values," but he wasn't available. I went to Danny and he agreed to do it. I really admired Danny's work.

Early on, we gave Danny some scenes to write music for, just so I could see if we were on the same page. And he had a place in Malibu that was so dark and so scary. I go into this bunker that he had on this Malibu property, it's pitch black outside, he's got skeletons, taxidermy. I'm pretty freaked out. And the initial stuff Danny played for me was totally wrong.

I started to sweat because I was about to tell Danny Elfman, who I truly admire from the Tim Burton stuff, that he needed to go in a totally different direction tonally. I didn't know how he was going to take that.

I basically told him that he was hitting the jokes and helping me with the comedy but I didn't want any help with the comedy. I wanted the audience to decide what was funny and what wasn't on their own. I didn't want an actor to wink at the camera or the music to do that. I told him where I needed help, was the music needed gravitas and emotion. And he totally got it.

About a week later, I drove back to that horrible place of his again and what he played for me was fantastic.

Tommy Lee Jones in black suit talking to aliens at coffee counter
Tommy Lee Jones speaking to aliens in "Men in Black."Columbia Pictures/Getty

The aliens who talk to Tommy Lee Jones were pullets, not CGI

The fascinating thing about watching the movie now is that, while you were making it, a major shift to CGI is happening in Hollywood. Yes, you have Rick Baker but "Jurassic Park" has been out for a few years and all the blockbusters are going heavy on CG. How did you balance the two on this movie?

I was really lucky that I had Rick because not only did he design all the makeup but he designed all the aliens. And early on, he said, "Whenever you can don't use CGI, use puppets." Because puppeteers are members of SAG, meaning they are actors and will work off and ad-lib with the on-screen actors.

A perfect example is the aliens in the break room where Tommy's character stops to get coffee. Those are all rod puppets. We shot it in a flat-to-the-wall way so the puppeteers are behind that wall. We didn't even have to digitally remove any rods.

When Tommy says, "That's not decaf is it?" that was ad-libbed on the day in real-time. I told Tommy to say that. Then I told the puppeteer to answer in the alien voice: "Viennese Cinnamon."

Now when we see those aliens again, they are walking away with all the duty-free stuff, that's a wide shot so the only way to do that was CGI.

It's funny you bring up Tommy talking to the aliens because I remember when the movie came out, stories used that scene as an example of how amazing the CGI is in the movie.

Yeah! They were puppets.

Will Smith wearing sunglasses
Will Smith in "Men in Black."Columbia Pictures

Will Smith came up with the famous "I make this look good" line on the day of filming

Will Smith's famous line in the movie once he puts on the "Men in Black" suit for the first time: "You know what the difference is between you and me? I make this look good." Is there a story behind that line?

Yes. That came on the day during rehearsals. Will was always ad-libbing funny stuff. Some I used and some I didn't. But with that shot, I pushed the camera on him low, that whole delivery, yeah, he came up with that on the day.

Also, the line at the end when Will is looking at the mural of the World's Fair and he turns and says to Tommy and Rip, "Hey, old guys." That was also a Will ad-lib.

men in black international trailer
Chris Hemsworth and Tessa Thompson star in "Men in Black: International."Sony Pictures

Sonnenfeld says he's never seen "Men in Black: International," though he's an executive producer on the movie

The movie came out on July 2, 1997, and did amazing business, better than anyone expected. You have not made it a secret that making parts two and three were challenging. When it comes to this franchise, is it simply too many voices in the room — producers, talent, studio — trying to get their way?

The issue is the first one came out and it was, at the time, the biggest box-office grosser in Sony's history. So it was a big deal.

Then, the studio and the producers decided to hire a writer for "Men in Black II" and never consulted me about the story, anything. So by the time I got the script for the first time I was not only given a script that I didn't think was right tonally but also given a release date for the movie opening.

Do you think they were fishing for another director in that time when they were developing the sequel and finally settled on you?

I don't know.

So you get through the third film. They attempt to reboot the franchise in 2019 with "Men in Black: International," which you were an executive producer on. Were you surprised it didn't do well?

I had nothing to do with it. I just got a credit. By the end of the third movie, I knew that Will, Tommy, and I were done with the franchise. The thing that's funny is "Men in Black: International" is directed by F. Gary Gray who also directed "Be Cool," the sequel to "Get Shorty."

Anyway, I think the "Men in Black" franchise, at least the first three, has a certain tone: this is all real and the comedy comes out of absurd reality. The laughs didn't come out of jokes or acknowledging that something you did or said is a joke. Also, you need two different kinds of performers. You really do need a straight man and a comedian. You need Jerry Lewis and Dean Martin.

Now, I didn't see "Men in Black: International," but I've seen the trailer and I didn't think there was enough difference in attitude between the leads. Maybe I'm wrong, but I feel you don't want two funny people in your movie, ever.

Will Smith in a white shirt standing next to Barry Sonnenfeld in a hat and dark shirt
(L-R) Will Smith and Barry Sonnenfeld at the East Hampton, New York premiere of "Men in Black" in 1997.Ron Galella/Collection Getty

Sonnenfeld would do another "Men in Black" movie if Will Smith were attached

Have you ever seen the "Men in Black/21 Jumpstreet" crossover script?

I've never seen a page of it. I think it seems like an expensive idea with a lot of high-priced producers let alone actors.

If Will Smith ever called you and said, "I'm thinking of doing another one," would that sway you to direct another "Men in Black"?

Sure.

Has that conversation ever happened?

Nope.

This interview has been condensed and edited for clarity.

Read the original article on Insider